A CA LLC 12 is also called a statement of information, or SOI document. It is essentially an annual report that all LLCs must turn in to authorities once every other year. Certain states also call it a biennial report. The document records all current information about an LLC, including any changes that state officials need to be aware of.

The document tracks such changes as:

  • Registered agent changes
  • Changes in CEO and/or officers and managers
  • Names and address of all parties involved in the LLC

The LLC 12 should not be confused with LLC 12R, which is a document that does not exist anymore and was replaced with LLC 12. It is also known nationwide as a statement of information where the LLC was created, including any place that an LLC is designated as foreign status.

Current Forms

You may also need to submit a current SOI document (with no file fee), despite it falling within the two-year time frame, if any of the following changes were made the business:

  • LLC name
  • Physical and/or primary address of the LLC
  • Name and/or street address of registered agent
  • Change in business or service of the business
  • Name and/or address changes for CEOs or other members

An SOI’s primary aim is to make information available to the public about an LLC. Foreign LLCs that operate in California must also file an SOI.

SOS Directives

According to the secretary of state in California, LLC 12 should be applied when filing a first SOI, which is due within 90 days of the registration period, including any information that changed since the last completed SOI. In essence, you need to file the document 90 days after you hand in your articles of formation. After, the document must be submitted every two years.

If an LLC has over one member or manager, you should enter all names and addresses of the other participants on an attachment to the SOI, otherwise called Form LLC 12A, and you must file both documents together, LLC 12 and LLC 12A.

The necessary filing time for an LLC is the month in which you file the articles of formation, and the preceding five calendar months.

You may get an LLC 12 copy from the secretary of state website and submit the form with payment to the following address:

  • Secretary of State Statement of Information Unit, P.O. Box 944230, Sacramento, CA 94244-2300

You may also deliver it in person to the following address:

  • Sacramento Office, 1500 11th Street, Sacramento, CA 95814

Currently, the e-file options cannot be accessed through such documentation. If you choose to walk in, you may drop the document off at the counter to get it filed. Reps will also mention if you need to pay a fee, and they will ask if you need a copy if you wish to pick up the document when it is done processing. You may also get it mailed to your address.

You should issue your check to the secretary of state and include the $20 filing fee.

  • Note: You do not need to pay the fee if the FOI is filed only to show recent changes, and if it’s filed beyond the appropriate filing period.

If all information appears the same as when it’s first registered, or since the last period you submitted Form LLC 12, you may fill out LLC 12nc.

To successfully submit LLC 12, your LLC must be in active status.

Late Penalties

If you have not filed LLC 12 in a few years, the entity risks being suspended or forfeited. The LLC status may be searched for online on the business search section of the secretary of state website. If you encounter this problem, you may go the official website or call them directly. 

All late statements are open to a $250 penalty. In addition, the secretary of state can also suspend your entity rights, privileges, and powers if you do not submit the report for your LLC. If you fall behind, you may also get a waiver request for late filings. To do so, you need a Liability Waver, or Form PRD-1, and you need to submit it within 30 days of getting a liability notice. The waiver request must include explanations regarding why you submitted the form late, and the reasons must be sufficient.

For more information on a CA LLC 12, submit your legal inquiry to our UpCounsel marketplace. UpCounsel retains the best attorneys in the county and will help you amend any changes you need to make to your LLC. Moreover, they will guide you in maintaining your LLC in California so you don’t have to worry about penalties or termination of your LLC.